General Restrictions; Documents; Effectiveness Sample Clauses

General Restrictions; Documents; Effectiveness. (a) Notwithstanding any provision herein to the contrary, no Transfer shall be made if (i) less than all of a Member's Interest in the Company would be Transferred, (ii) such Transfer in the opinion of legal counsel to the Company could adversely affect the status of the Company as a partnership for federal income tax purposes, or could result in the termination of the Company for federal income tax purposes (a Transfer of Interests representing 50% or more of the Percentage Interests in any 12 month period will cause such termination), or (iii) such Transfer in the opinion of legal counsel for the Company would violate any federal or state securities laws, or any other law, or would cause or would likely cause a breach of any covenant or other provision of any material agreement of the Company, including any loan agreement. In each case in which the vote, consent or approval of Members is required pursuant to this Agreement before a Person is admitted as an Additional Member, such vote, consent or approval may be granted or denied in the sole discretion of such Members. (b) No Person acquiring an Interest by Transfer shall be effective, and no such Person shall become an Additional Member, until the Transferor and such Person execute all necessary certificates or other documents and perform all acts required in accordance with the laws of the State of Florida and any other states in which the Company is then conducting business and execute any and all documents as shall be required from time to time by the rules and regulations of any regulatory body or commission having jurisdiction over the Company, to the extent necessary to give effect to the Transfer and to preserve the status of the Company as a limited liability company after the completion of the Transfer. Each Transferee of an Interest, whether or not such Transferee becomes an Additional Member, and each Person acquiring an Interest from the Company, shall be bound by all the terms and conditions of this Agreement. A Member seeking to Transfer an Interest shall pay all of the Company's legal and other expenses incurred in connection with the Transfer, including without limitation the expenses incurred in obtaining any legal opinions or other legal advice deemed necessary or appropriate by the Company in effecting the Transfer of such Interest. (c) Any admission of a Person as an Additional Member (whether by Transfer or otherwise) shall be deemed to have occurred, unless otherwise consented to b...
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Related to General Restrictions; Documents; Effectiveness

  • General Restrictions The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone other than: (i) Aegis Capital Corp. (“Aegis”) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Aegis or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

  • General Restriction A Member may not Dispose of all or any portion of its Membership Interest except by complying with all of the following requirements: (A) such Member must receive the unanimous consent of the non-Disposing Members, which consent shall not be unreasonably withheld by each of such other Members; provided, however, that such consent need not be obtained if (I) the proposed Assignee is a Wholly-Owned Affiliate of the Disposing Member and (II) such proposed Assignee demonstrates to the reasonable satisfaction of the other Members that it has the ability to meet the financial and contractual commitments and other obligations of the Disposing Member; and (B) such Member must comply with the requirements of Section 3.03(b)(iii) and, if the Assignee is to be admitted as a Member, Section 3.03(b)(ii).

  • General Restrictions on Use Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises any Proprietary Information (or remove from the premises any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.

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